1. TERMS AND CONDITIONS CONTROL: The following terms and conditions (These Terms and Conditions) are agreed to by Blades Machinery Co., Inc., ("Seller") and the ("Purchaser"). Sellers acceptance of any order is subject to these Terms and Conditions. No contrary, additional or different terms, provisions or conditions shall be binding on Seller unless accepted by Seller in writing.

2. COMPLETE AGREEMENT. This document represents the full and final agreement of the parties regarding these Terms and Conditions.

3. MODIFICATION. Purchaser understands and agrees that (a) no modification or waiver of these Terms and Conditions shall be effective unless made by an authorized representative of Seller in writing addressed to Purchaser specifically referring to these Terms and Conditions, (b) no course of action on the part of Seller shall be deemed to modify these Terms and Conditions and (c) Sellers acknowledgement or acceptance of anything in writing from Purchaser which is in conflict with these Terms and Conditions (including any purchase order forms containing different terms or conditions) and any subsequent delivery of Goods shall not constitute a modification or waiver of these Terms and Conditions.

4. GOODS SOLD. The final invoice shall cover the specific quantities of items listed on the face thereof (the "Goods").

5. ACCEPTANCE BY PURCHASER. Purchaser shall accept or reject Sellers sale proposal within ten (10) days from the date thereof Purchasers acceptance of any proposal however, shall not result in a contract of sale and Seller shall not be bound by any invoice until such invoice has been approved by duly authorized representative of Seller.

6. TERMS OF PAYMENT. The purchase price for the goods sold shall be as shown on the face of the invoice F.O.B. Purchaser's place of business, unless otherwise agreed to in writing by the parties. The purchase price shall be payable in United States currency in accordance with the terms outlined in the invoice. All invoices rendered in accordance with the agreed terms which are not paid within 30 days shall be subject to interest at the rate of 1.5% per month from the date of the invoice until it is paid.

7. DELIVERY. Seller shall deliver all Goods to a carrier for transport to Purchasers place of business or as directed in writing, with all costs of transport borne by Purchaser. Purchaser shall bear all risk of loss with respect to the Goods from the moment the Goods are delivered to the carrier.

8. DISCLAIMER OF WARRANTIES --- A. USED AS IS EQUIPMENT - ALL GOODS ARE PURCHASED BY THE PURCHASER "AS IS" AND "WITH ALL FAULTS" AND SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE GOODS. B. NEW, RECONDITIONED OR REPAIRED EQUIPMENT. - With respect to the parts sold separately under this contract, the Seller hereby warrants such parts against any and all mechanical defects for a period of 30 days from the date of sale. With respect to items which are reconditioned by the Seller before being sold, the Seller hereby warrants the work it has performed on such items against any and all mechanical defects for a period of three months from the date of shipment. No waiver, alteration or modification of the foregoing warranty shall be valid, unless made in writing and signed by a duly authorized employee of the Seller. C. Apart from the warranties set forth above, which extend only to the Purchaser, THE SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE GOODS SOLD. In no event shall the Seller be responsible for incidental, special or consequential damages, shipping costs, or lost profits, relating to the goods, whether alleged in contract, warranty, tort (including negligence) or otherwise. D. The warranties set forth in part B above are subject to the following conditions: - - - 1. The goods must have been transported, installed, operated, and maintained properly. Failure to do so will void the warranty. 2. The defects were not, in the Seller's opinion, caused by accident, misuse, abuse, neglect, deterioration due to erosion, corrosion or by chemical action. 3. The Purchaser notifies the Seller of the alleged defect in writing, promptly after the Purchaser learns, or should learn, of such defect. 4. The warranty is limited to repair or replacement of the defective part. 5. The goods in question must be returned intact to the Seller's plant, freight prepaid and securely packed to avoid damage, for repair or replacement of the defective part(s). 6. Notwithstanding any other provision of these terms and conditions, components or parts not manufactured by the Seller are warranted only to the extent of the manufacturer's original warranty. E. Any description and/or specifications with respect to items offered for sale are not warranted by the Seller to be accurate or complete. The description is solely for the purpose of offering the item for sale. The Seller shall not be responsible for the consequences, of the Purchaser's failure to inspect the goods for any inaccuracies, sufficiencies or omissions in such descriptions and/or specifications. F. The employees or representatives of the Seller are not authorized to make any statements or representations as to the quality, character, size, condition, quantity, etc, of the items offered for sale inconsistent with these conditions of sale or the terms on the front hereof. Any such statements made will not be binding on the Seller or be grounds for any subsequent claim. 9. DISCLAIMER OF LIABILITY. Purchaser understands that the Goods described herein have been used by persons other than Seller. Purchaser acknowledges that the Goods sold herein may be dangerous if improperly used. Purchaser acknowledges that is must contact the original manufacturer to obtain up to date installation and operation manuals and other information to insure the safe operation of Goods. Seller will not be responsible for any loss or injury resulting from defects or alleged defects in the Goods sold or from the subsequent used of the items. Purchaser agrees to defend any suit, action or cause of action brought against Seller, its directors, officers, employees and other agents and representatives by any person based on any such alleged injury, illness, or damage and to pay all damages, costs and expenses including, but not limited to, attorney's fees or legal expenses in connection therewith or resulting therefrom.

10. INDEMNIFICATION. - A. The Purchaser expressly agrees as a condition of its purchase of the goods that it will indemnify and hold harmless the Seller, its agents, servants and employees, from any and all claims that may hereafter at any time be asserted by any subsequent owner, purchaser or user of the goods or by any third party arising from any purported defect(s) in the goods or by reason of the use of the goods. Such indemnification shall include, but not be limited to, attorney's fees and /or legal expenses relating to such claims. The Purchaser agrees to assume all responsibility in connection with the goods upon delivery thereof to the Purchaser or a common carrier, whichever occurs first. B. Except for claims covered by the express warranty set forth above, the Purchaser shall indemnify and hold harmless the Sell, its agents, servants and its employees, from and against any and all losses, expenses, demands, and claims made against the Seller, its agents, servants and its employees by the Purchaser, any agent, servant or employee of the Purchaser, any subsequent Purchaser, any agent, servant or employee of a subsequent Purchaser, any lessor or lessee, or any other person because of injury or illness or alleged injury or illness (including death) or damage, actual or alleged, whether by the sole negligence of the Seller, the current negligence of the Seller with the Purchaser, any agent, servant, or employee of the Purchaser, any subsequent purchaser, any agent, servant or employee of any subsequent purchaser, any lessor or lessee, any agent, servant or employee of any lessor or lessee, or any other person, arising out of, resulting from, or in any way connected with, the operation, maintenance, possession, use, transportation or disposition of the goods, including that caused by hazardous chemicals or other hazardous materials on or in them, or of the possession, operation, maintenance, transportation, use or disposition of the goods by subsequent purchasers, lessors, owners, lessees or any other, including that caused by hazardous chemicals or other hazardous materials on or in the goods. Such indemnification includes, but is not limited to, all attorney's fees and legal expenses relating to such claims. The Purchaser agrees to defend at its own expense any suit, action or cause brought against the Seller, its agents, servants or employees based on any such alleged injury, illness or damage, and to pay all damages awarded therein. 11. FORCE MAJEURE. Seller's ability to ship the Goods may be affected in case of an act of force majeure, such as an act of God, war, sabotage, accidents, riots, fire, explosion, flood, strike, lockout, injunction, inability to obtain fuel, power, raw materials, labor, containers or transportation facilities, accident, breakage or machinery or apparatus, national defense requirements, or any other cause beyond the control of Seller. Seller shall have no liability for the failure to ship or deliver goods in the event of such force majeure and Seller's obligation to complete the delivery of Goods shall be suspended during such force majeure event and for a reasonable period of time thereafter, provided, however that these Terms and Conditions shall otherwise remain in effect.

12. PURCHASERS" CREDIT. In the event Purchaser fails to remit payment for any one shipment when same becomes due, Seller reserves the right, among other remedies, either to terminate the contract or to suspend further deliveries. Should Purchaser's financial responsibility become unsatisfactory to Seller, in Seller's sole and absolute discretion, cash payments or security satisfactory to Seller, in its sole and absolute discretion may be required by Seller before future deliveries of Goods are made by Seller.

13. INSPECTION. Purchaser has inspected the Goods or hereby acknowledges that Seller invited, urged and cautioned Purchaser to inspect the Goods and Purchaser declined to examine the same.

14. LIMITATION OF DAMAGES. Seller's liability with respect to Goods sold to Purchaser shall be limited to refunding any payments made by Purchaser (I) with respect to Goods returned to and accepted by Seller or (II) with respect to Goods ordered but not shipped by Seller upon Seller's cancellations of the invoice, in no event shall Seller be liable for incidental, special, or consequential damages, lost profits or any expense of Purchaser including but not limited to shipping costs.

15. ASSIGNMENT. Purchaser may not assign its rights or delegate its performance in whole or in part under any invoice without the prior written consent of Seller and any attempted assignment or delegation without such consent shall be void.

16. GOVERNING LAW. All invoices and these Terms and Conditions shall be construed according to the laws of the State of Illinois. The parties agree that venue for any claim or controversy arising from or relating to invoices these Terms and Conditions or the performance or breach thereof shall be exclusively laid and limited to the state circuit court of Illinois.

17. TAXES. All taxes assessed to any order are the responsibility of Purchaser, including, but not limited to, local and regional sales taxes and personal property tax or if applicable, Purchaser is to provide Seller with a valid tax exemption certificate in the event that Purchaser either fails to pay the tax or other charges as agreed above or fails to provide a valid exemption certificate. Purchaser agrees to indemnify and hold Seller harmless from any liability and expense by reason of Purchaser's failure. Such indemnification shall include, but not be limited to attorney's fees and/or other legal expenses relating to such failure.

18. SEVERABILITY. If any provision of the invoice or these Terms and Conditions is determined illegal or unenforceable, it shall not affect the enforceability of any other provision or paragraph of the invoice or these Terms and conditions.

19. FEES AND COSTS. In the event any party institutes legal proceedings to enforce its respective rights arising out of the invoice and these Terms and Conditions, the prevailing party shall be entitled to the award of attorney's fees and court costs plus cost of executing, enforcing and/or collecting any judgment at all trial and appellate levels.

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